CORPORATE INFORMATION

GERMANY OFFSHORE COMPANY

GENERAL INFORMATION

The Federal Republic of Germany lies in the centre of
Europe and borders the Netherlands, Belgium, Luxembourg,
France, Austria, Switzerland, Denmark, Poland and the Czech
and Slovak Republics. It covers an area of 357,000 square
kilometres. The capital is Berlin. Other major cities are
Hamburg, Munich, Frankfurt, Stuttgart and Cologne.

Population

Germany's population is approximately 82.5 million. About
80% of the population live in cities and Berlin has approx.
3.5 million inhabitants.

Political Structure

The Republic of Germany is officially headed by the
President. The Federal Parliament consists of two Chambers,
the Lower Chamber (Bundestag), which is directly elected by
the German electorate on the basis of proportional
representation and the Upper Chamber (Bundesrat) consisting
of delegates from the individual states. The Chancellor is
elected by the Bundestag. The Federal Republic is divided
into 16 states (Bundesländer), each with its own parliament
and government, acting fairly independently, managing their
own local affairs including education. The legal system is
based on written law promulgated in Acts of Parliament. The
ultimate legal source is the "Basic Law" (Grundgesetz) or
Constitution.

Infrastructure and Economy

Germany is a member in the EU and has close connections
to other institutions such as EFTA and OECD.

Germany is one of the major industrial nations and manufacturing still
accounts for almost half of the GNP.

The main industries are chemicals, automobile, data processing and electrical
engineering.

GDP growth is expected to increase to 2.8% in 2007. Germany has had a fairly
high unemployment, presently around 9 - 10%; the per Capita GDP is €26.388.

Language

Currency

Type of Law

GERMANY COMPANY INFORMATION

Principal Corporate Governance

German Code of Corporate Governance issued by the Federal Ministry of Justice.

Public Commercial Registers (Handelsregister) are decentralized in Germany, with the information on corporations available in the local register in the region where the company has its legal seat.

Type of company for international Trade and Investment

Gesellschaft mit beschränkter Haftung (GmbH or Limited
Company)

Aktiengesellschaft (AG or Joint Stock Company)

Limited Partnership (KG)

Limited Partnership with a Limited Liability Company as a General Partner (GMBH & CO KG)

General Partnership (OHG)

Civil Law Partnership (GBR)

Procedure to Incorporate

Once a name has been cleared the formation document has
to be drawn up, recorded by a German Notary and be signed by
all founder members. The company must be registered in the
Commercial Register at the county court. The registration
document for an AG must include confirmation from the
Directors that the minimum share capital has been paid up
and an opening balance sheet. In addition, proof has to be
made to the Registry that in case of an AG, the Board of
Directors can dispose of the capital without restrictions;
respectively the Geschäftsführer (Manager) for a GmbH and
that the capital has in fact been paid up.

Restrictions on Trading

Certain restrictions apply to areas such as those that
affect public safety, public transport, banking and
insurance.

Powers of Company

A company has all the powers of an individual.

Language of Legislation and Corporate Documents

German.

Registered Agent Required

No.

Shelf Companies Available

In principle, yes, but rarely used.

Time to Incorporate

Approximately one month, however also depends on the
local courts.

Name Restrictions

A company name should not already be in existence
otherwise any name is possible, must no longer indicate the
business activity. Competition law may have to be
considered. Nothing should be added to the name, which may
deceive the public as to the size of the business. The
suffix must be added to the name.

Language of Name

German.

Names Requiring Consent or a Licence

Names like banking, insurance and re-insurance, financial services.

Suffixes to Denote Limited Liability

GmbH for Limited Company

AG for Joint-Stock Company

Disclosure of Beneficial Owners to Authorities

Generally there is no requirement to disclose the ultimate beneficial owner.

Authorised and Issued Share Capital

Classes of Shares Permitted

Registered shares and preference share with or without
voting rights.

Taxation

German tax law is based on the Basic Law (Grundgesetz),
every German tax is regulated by a statute and there are
presently 30 statutes in being. The German tax system levies
direct taxes on income and on net worth.

Capital Gains Tax

There is no special capital gains tax.

Double Taxation Agreements

Germany has an extensive treaty network with all Western
European nations, most Eastern European countries and many
others worldwide such as Australia, Brazil, China, India,
Japan, and the US. Most treaties follow the OECD model.

Licence Fee

None.

Financial Statements Required

All companies, including branches must submit an annual
return with balance sheet and profit and loss account,
including returns for the Federal Corporate Tax, the
Municipal Trade tax, net worth tax.

Whilst small companies can file abbreviated accounts within six months of
their year-end, medium and large corporations must prepare their financial
statements and an annual business report within three months of their year-end.

Accounts must be in the German language and in Euro currency. All companies
apart from small sized companies (including small AG's) must be audited.

Directors

GmbH must have a minimum of one manager who can be owner
at the same time.

AG's can have only one Director, but needs a minimum of two if the capital
exceeds DM 3 million. The Director (Vorstandsvorsitzender) can also be owner at
the same time.

AG's must also have a Supervisory Board and has a minimum of three members.
Depending on the size of a corporation the Supervisory Board may have to have
labour representation.

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Disclaimer: Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal or otherprofessional advice. OCRA Worldwide does not accept any responsibility, legal or otherwise, for any errors or omission.